Common use of Board Committees Clause in Contracts

Board Committees. (a) Promptly following the 2013 Annual Meeting, the Company will reconstitute the Nominating Committee of the Board with three members who shall be one Stockholder Nominee, one Committee Nominee and the Seventh Nominee. (b) Promptly following the 2013 Annual Meeting, the Company will reconstitute the Compensation Committee with three members who shall be two Stockholder Nominees and the Seventh Nominee. (c) Promptly following the 2013 Annual Meeting, the Board will establish a committee of three directors to be designated the Capital Allocation Committee, the form of the charter of which is attached as Exhibit B hereto. The Capital Allocation Committee will be charged with reviewing and recommending “for” or “against” all internal and external capital investments, acquisitions, securities purchases or sales, mergers and general investments in excess of $100,000 (defined hereafter as an“Investment”). The Capital Allocation Committee will act as a clearinghouse for the evaluation of possible uses of excess capital, measuring and reporting on the capital required by each business unit, measuring return on capital for each business unit and seeking to inform the Board about the Company’s use of its capital resources. The Committee will seek Investments that have the highest risk-adjusted return on capital. Such Investments will be made for the benefit of the Company and its stockholders. Procedurally, all proposals for Investments in excess of $100,000, will be presented to the Capital Allocation Committee for a recommendation “for” or “against” the proposal (for the avoidance of doubt, the Capital Allocation Committee may itself originate Investment proposals for consideration by the Board). Although the Investment may have been recommended by the Capital Allocation Committee, the Board may disapprove of the Investment. For the avoidance of doubt, the Board may not undertake an Investment without submitting the Investment to the Capital Allocation Committee for its recommendation and receiving a recommendation from the Committee “for” the Investment. The Capital Allocation Committee shall be comprised of two Stockholder Nominees and one Committee Nominee. (d) Promptly following the execution of this Agreement, the Board will disband the following committees of the Board: the Executive Committee, the Special Committee established by resolution of the Board on May 1, 2013 and the Independent Subcommittee established by resolution of the Special Committee on May 6, 2013. The Board will not constitute any additional committees without the approval of the majority of the board and at least 2/3 of the Stockholder Nominees. (e) The charters of the Nominating Committee, the Compensation Committee and the Audit Committee of the Board are attached as Exhibits C, D and E, respectively.

Board Committees. (ai) Promptly following the 2013 Annual Meeting, the Company will reconstitute the Nominating Committee of the Board with three members who shall be one Stockholder Nominee, one Committee Nominee and the Seventh Nominee. (b) Promptly following the 2013 Annual Meeting, the Company will reconstitute the Compensation Committee with three members who shall be two Stockholder Nominees and the Seventh Nominee. (c) Promptly following the 2013 Annual Meeting, the Board will establish a committee of three directors to be designated the Capital Allocation Committee, the form of the charter of which is attached as Exhibit B hereto. The Capital Allocation Committee will be charged with reviewing and recommending “for” or “against” all internal and external capital investments, acquisitions, securities purchases or sales, mergers and general investments in excess of $100,000 (defined hereafter as an“Investment”). The Capital Allocation Committee will act as a clearinghouse for the evaluation of possible uses of excess capital, measuring and reporting on the capital required by each business unit, measuring return on capital for each business unit and seeking to inform the Board about the Company’s use of its capital resources. The Committee will seek Investments that have the highest risk-adjusted return on capital. Such Investments will be made for the benefit of the Company and its stockholders. Procedurally, all proposals for Investments in excess of $100,000, will be presented to the Capital Allocation Committee for a recommendation “for” or “against” the proposal (for the avoidance of doubt, the Capital Allocation Committee may itself originate Investment proposals for consideration by the Board). Although the Investment may have been recommended by the Capital Allocation Committee, the Board may disapprove of the Investment. For the avoidance of doubt, the Board may not undertake an Investment without submitting the Investment to the Capital Allocation Committee for its recommendation and receiving a recommendation from the Committee “for” the Investment. The Capital Allocation Committee shall be comprised of two Stockholder Nominees and one Committee Nominee. (d) Promptly Immediately following the execution of this Agreement, the Board will disband the following committees Xx. Xxxxx and Xx. Xxxxxxxxxx shall be appointed to serve as members of the Board: the Executive Committee, the Special Committee established by resolution of the Board on May 1, 2013 and the Independent Subcommittee established by resolution of the Special Committee on May 6, 2013. The Board will not constitute any additional committees without the approval of the majority of the board and at least 2/3 of the Stockholder Nominees. (e) The charters of the Nominating Committee, the Compensation Committee and the Audit Strategy Committee of the Board are attached (the “Strategy Committee”), which committee has been created with an agreed upon charter to support the Board’s oversight and review of a strategic analysis of the buybuy BABY business. During the Standstill Period, the Strategy Committee shall consist of four (4) independent directors (including at least two (2) New Directors or Replacement Directors). Xxx Xxxx shall be the initial chair of the Strategy Committee; provided, that in the event Xx. Xxxx is subsequently unable or unwilling to serve as Exhibits Cthe chair of the Strategy Committee, D the replacement chair of the Strategy Committee shall be selected by the full Board. (ii) In addition, subject to NASDAQ rules, the Charter, the By-Laws, the charter of the applicable committee of the Board and Eapplicable laws, respectivelythe Board and all applicable committees of the Board shall take all actions necessary to ensure that during the Standstill Period, in accordance with the Company’s standard policies and procedures, at least one (1) New Director (or a Replacement Director) to be selected by the Board shall be appointed to each committee and subcommittee of the Board, including any new committee(s) and subcommittee(s) that may be established. Without limiting the foregoing, the Board shall, in accordance with its customary governance processes, give each of the New Directors the same due consideration for membership to any committee of the Board as any other independent director with similar relevant expertise and qualifications.

Board Committees. (a) Promptly following Each Shareholder shall take all necessary or desirable actions within his, her or its control, including through the 2013 Annual Meetingvoting of all voting Company Securities over which such Shareholder has voting control, whether now owned or acquired hereafter, or through any director designated pursuant to Section 9.1, and the Company will reconstitute shall take all necessary or desirable actions within its control (including calling special Board and General Meetings), so as to establish as a committee to the Board in accordance with the Bye-laws an Executive Committee, a Nominating Committee, a Compensation Committee, an Audit Committee, a Credit Committee, a Compliance Committee and such other committees as it shall deem appropriate from time to time, in accordance with the provisions of this Section 9.2. With the exception of the Board with three members who shall be one Stockholder Nominee, one Executive Committee Nominee and the Seventh Nominee. (b) Promptly following the 2013 Annual MeetingCredit Committee, the Company will reconstitute the Compensation Committee with three members who shall be two Stockholder Nominees and the Seventh Nominee. (c) Promptly following the 2013 Annual Meeting, any committee established by the Board will establish a committee shall consist of no more than three directors to be designated the Capital Allocation Committee, the form of the charter of which is attached as Exhibit B hereto(3) members. The Capital Allocation Committee will be charged with reviewing and recommending “for” or “against” all internal and external capital investments, acquisitions, securities purchases or sales, mergers and general investments in excess of $100,000 (defined hereafter as an“Investment”). The Capital Allocation Committee will act as a clearinghouse for the evaluation of possible uses of excess capital, measuring and reporting on the capital required by each business unit, measuring return on capital for each business unit and seeking to inform the Board about the Company’s use of its capital resources. The Committee will seek Investments that have the highest risk-adjusted return on capital. Such Investments will be made for the benefit of the Company and its stockholders. Procedurally, all proposals for Investments in excess of $100,000, will be presented to the Capital Allocation Committee for a recommendation “for” or “against” the proposal (for the avoidance of doubt, the Capital Allocation Committee may itself originate Investment proposals for consideration by the Board). Although the Investment may have been recommended by the Capital Allocation Committee, the Board may disapprove of the Investment. For the avoidance of doubt, the Board may not undertake an Investment without submitting the Investment to the Capital Allocation Committee for its recommendation and receiving a recommendation from the Committee “for” the Investment. The Capital Allocation Executive Committee shall be comprised of two Stockholder Nominees and one Committee Nominee. (d) Promptly following the execution of this Agreement, the Board will disband the following committees each of the Board: Major Investor Directors, shall have oversight of capital adequacy, financial reporting, and legal and regulatory matters (not otherwise within the Executive authority of the Compliance Committee), and shall be responsible for communications with management regarding the Special Company and the operation of its business. The Credit Committee established shall be comprised of one (1) director designated by resolution each Investor entitled to designate a member of the Board on May 1, 2013 pursuant to Section 9.1(b). Each of the Nominating Committee and the Independent Subcommittee established by resolution Compliance Committee shall be comprised of one (1) of each of the Special Committee on May 6Pine Brook Directors and the GS Directors, 2013for so long as Pine Brook and GS, respectively, shall remain Major Investors, and one (1) director appointed from time to time by the Board. The Board will not constitute any additional committees without Compensation Committee shall consist of two (2) members, shall be comprised of one (1) of each of the Pine Brook Directors and the GS Directors and shall have, among its responsibilities, the approval of all aspects of compensation for senior management including salary, bonus and restricted share grants, and administration of the Share Plan. At all times on or prior to June 30, 2012, (a) the members of the Compensation Committee must agree unanimously on such compensation matters, (b) any compensation matters approved by the Board shall also require the unanimous approval of the Compensation Committee and (c) in the event the Compensation Committee cannot reach unanimous agreement concerning any compensation matter, the compensation for the management individual in question would default to the individual’s base salary and target bonus (which, if any, will reflect such individual’s base expected bonus compensation). The Audit Committee shall have, among its responsibilities, the engagement, appointment and removal of the independent public accountants or auditors of the Company. The Compliance Committee shall have, among its responsibilities, the responsibility of ensuring compliance by the Company with all applicable law and regulation. In carrying out such responsibility, the Compliance Committee shall (i) develop and adopt a plan for, oversee and cause the Company to implement, (A) an annual (or, if determined necessary by the Compliance Committee, more frequent) review of such compliance functions at the Company and (B) remediation of any non-compliance determined by the Compliance Committee to exist based on any such review and (ii) appoint and remove a chief compliance officer of the Company and determine the compensation of such officer, who shall have the responsibility of overseeing the day-to-day compliance functions of the Company and preparing a compliance report on an annual basis in a form reasonably satisfactory to the Compliance Committee. Any director not designated as a member of a committee shall have the right to attend any meetings of such committee as a non-voting observer. Except as otherwise provided in this Agreement or in the Bye-laws, all actions of each committee of the Board shall require the affirmative vote of a majority of the board and at least 2/3 members of such committee. Except as otherwise determined by the Board, all actions of any committee of the Stockholder Nominees. Board (e) The charters of the Nominating Committee, other than the Compensation Committee and the Audit Compliance Committee) shall be submitted to the Board for approval or ratification. Actions of the Compensation Committee and the Compliance Committee shall, if validly taken, constitute the action of the Board are attached as Exhibits Cfor all purposes, D and Eno action of the Company, respectivelythe Board or the Shareholders to limit such authority shall be effective without the written consent of each of the Major Investors.

Board Committees. (ai) Promptly following the 2013 Annual Meeting, the Company will reconstitute the Nominating Committee of the Board with three members who shall be one Stockholder Nominee, one Committee Nominee and the Seventh Nominee. (b) Promptly following the 2013 Annual Meeting, the Company will reconstitute the Compensation Committee with three members who shall be two Stockholder Nominees and the Seventh Nominee. (c) Promptly following the 2013 Annual Meeting, the Board will establish a committee of three directors to be designated the Capital Allocation Committee, the form of the charter of which is attached as Exhibit B hereto. The Capital Allocation Committee will be charged with reviewing and recommending “for” or “against” all internal and external capital investments, acquisitions, securities purchases or sales, mergers and general investments in excess of $100,000 (defined hereafter as an“Investment”). The Capital Allocation Committee will act as a clearinghouse for the evaluation of possible uses of excess capital, measuring and reporting on the capital required by each business unit, measuring return on capital for each business unit and seeking to inform the Board about the Company’s use of its capital resources. The Committee will seek Investments that have the highest risk-adjusted return on capital. Such Investments will be made for the benefit of the Company and its stockholders. Procedurally, all proposals for Investments in excess of $100,000, will be presented to the Capital Allocation Committee for a recommendation “for” or “against” the proposal (for the avoidance of doubt, the Capital Allocation Committee may itself originate Investment proposals for consideration by the Board). Although the Investment may have been recommended by the Capital Allocation Committee, the Board may disapprove of the Investment. For the avoidance of doubt, the Board may not undertake an Investment without submitting the Investment to the Capital Allocation Committee for its recommendation and receiving a recommendation from the Committee “for” the Investment. The Capital Allocation Committee shall be comprised of two Stockholder Nominees and one Committee Nominee. (d) Promptly Immediately following the execution of this Agreement, the Board will disband the following committees of the Board: the Executive Committee, the Special Committee established by resolution of the Board on May 1, 2013 and the Independent Subcommittee established by resolution of the Special Committee on May 6, 2013. The Board will not constitute any additional committees without the approval of the majority of the board and at least 2/3 of the Stockholder Nominees. shall take all necessary actions to (ei) The charters of the Nominating Committee, the Compensation Committee and the Audit form a Strategic Committee of the Board are attached (the “Strategic Committee”) to explore strategic alternatives for the Company, with the goal of creating value for the Company’s shareholders and (ii) appoint Xx. Xxxx and Xx. Xxxxxxx to the Strategic Committee, plus two (2) Continuing Directors as Exhibits Cdetermined by the Board, D with Xx. Xxxx serving as its Chairman. During the Standstill Period, unless otherwise agreed by Starboard, the Strategic Committee shall be composed of four (4) directors, including two (2) Appointed Directors (or Replacement Directors). Subject to Nasdaq rules and Eapplicable law, respectivelyin the event either of the Appointed Directors shall for any reason cease to serve on the Strategic Committee, until such time as a Replacement Director is appointed to the Strategic Committee, at least one other Appointed Director will serve as an interim member of the Strategic Committee. (ii) Immediately following the execution of this Agreement, the Board and all applicable committees of the Board shall take all necessary actions to appoint Xx. Xxxxxxx to the Audit Committee. (iii) Immediately following the execution of this Agreement, the Board and all applicable committees of the Board shall take all necessary actions to appoint Ms. Norwalk to the Management Compensation Committee. (iv) Immediately following the execution of this Agreement, the Board and all applicable committees of the Board shall take all necessary actions to appoint Xx. Xxxx to the Management Compensation Committee. (v) Immediately following the execution of this Agreement, the Board and all applicable committees of the Board shall take all necessary actions to appoint Xx. Xxxxxxx to the Nominating Committee. (vi) During the Standstill Period, each committee and subcommittee of the Board, including any new committee(s) and subcommittee(s) that may be established, shall include at least one (1) Appointed Director, provided that at least one (1) Appointed Director satisfies any Nasdaq listing standards and legal requirements for service on any such committee with respect to financial expertise and independence. (vii) Subject to Nasdaq rules and applicable laws, during the Standstill Period, the Board and all applicable committees of the Board shall give each of the Appointed Directors the same due consideration for membership to each other committee of the Board as any other independent director.

Board Committees. (ai) Promptly following Effective upon the 2013 Annual Meetingappointment of the New Director as a Class III director, the Company will reconstitute Board and all applicable committees thereof shall take all necessary actions to dissolve the Nominating existing Strategic Review Committee of the Board with three members who shall be one Stockholder Nominee(the “Strategic Committee”), one Committee Nominee and the Seventh Nomineeresponsibilities of the Strategic Committee shall rest with the full Board. (bii) Promptly following Effective upon completion of the 2013 Annual Meeting, the Company will reconstitute the Compensation Committee with three members who shall be two Stockholder Nominees and the Seventh Nominee. (c) Promptly following the 2013 2020 Annual Meeting, the Board will establish a committee of three directors and all applicable committees thereof shall take all necessary actions to be designated appoint the Capital Allocation Committee, New Director to the form Compensation Committee of the charter of which is attached as Exhibit B hereto. The Capital Allocation Committee will be charged with reviewing and recommending Board (the “for” or “against” all internal and external capital investments, acquisitions, securities purchases or sales, mergers and general investments in excess of $100,000 (defined hereafter as an“InvestmentCompensation Committee”). The Capital Allocation Committee will act as a clearinghouse for the evaluation of possible uses of excess capital, measuring and reporting on the capital required by each business unit, measuring return on capital for each business unit and seeking to inform the Board about the Company’s use of its capital resources. The Committee will seek Investments that have the highest risk-adjusted return on capital. Such Investments will be made for the benefit of the Company and its stockholders. Procedurally, all proposals for Investments in excess of $100,000, will be presented to the Capital Allocation Committee for a recommendation “for” or “against” the proposal (for the avoidance of doubt, the Capital Allocation Committee may itself originate Investment proposals for consideration by the Board). Although the Investment may have been recommended by the Capital Allocation Committee, the Board may disapprove of the Investment. For the avoidance of doubt, the Board may not undertake an Investment without submitting the Investment to the Capital Allocation Committee for its recommendation and receiving a recommendation from the Committee “for” the Investment. The Capital Allocation Committee shall be comprised of two Stockholder Nominees and one Committee Nominee. (diii) Promptly following Concurrently with the execution of this Agreement, the Board will disband the following committees of the Board: the Executive Committee, the Special Committee established by resolution Company further agrees to establish a cost management committee of the Board on May 1(the “Cost Committee”) to, 2013 among other things, oversee cost reduction initiatives of the Company. The Cost Committee shall remain in effect during the Standstill Period and, if determined by the Board, thereafter. The initial members of the Cost Committee shall consist of the New Director, who will serve as the Chairman of the Cost Committee during the Standstill Period, Xxxxxxxxx X’Xxxxxxx and Xxxxxxx Xxxxxxx. The Cost Committee shall have authority to make recommendations to the full Board regarding cost reduction initiatives and their execution timeline, and the Independent Subcommittee established Board shall have the sole right to review and approve or reject any recommendations made by resolution of the Special Committee on May 6, 2013. The Board will not constitute any additional committees without the approval of the majority of the board and at least 2/3 of the Stockholder NomineesCost Committee. (eiv) The charters New Director will have the same rights as other non-member, non-management directors to be invited to meetings of Board committees of which he or she is not a member. (v) In the case of a resignation of the Nominating Committee, New Director from either the Compensation Committee and or the Audit Cost Committee (other than a resignation made pursuant to Section 1(d)(i)), the replacement shall be the applicable Replacement Director (as hereinafter defined) subject to the terms of the Board are attached as Exhibits C, D and E, respectivelySection 1(d)(ii) hereof.

Board Committees. (ai) Promptly following Concurrently with the 2013 Annual Meeting, the Company will reconstitute the Nominating Committee appointment of the Board with three members who shall be one Stockholder Nominee, one Committee Nominee and the Seventh Nominee. (b) Promptly following the 2013 Annual Meeting, the Company will reconstitute the Compensation Committee with three members who shall be two Stockholder Nominees and the Seventh Nominee. (c) Promptly following the 2013 Annual MeetingInitial New Directors, the Board will establish shall form a committee (the “Strategic Committee”) for the purpose of three directors overseeing the Board’s ongoing assessment of value creation opportunities and exploring all strategic alternatives available to be designated the Capital Allocation CommitteeCompany to enhance or otherwise maximize value for stockholders, including, but not limited to, the form continued evaluation of a sale of the charter of which is attached as Exhibit B heretoCompany. The Capital Allocation Committee will be charged with reviewing and recommending “for” or “against” all internal and external capital investments, acquisitions, securities purchases or sales, mergers and general investments in excess of $100,000 (defined hereafter as an“Investment”). The Capital Allocation Committee will act as a clearinghouse for the evaluation of possible uses of excess capital, measuring and reporting on the capital required by each business unit, measuring return on capital for each business unit and seeking to inform the Board about the Company’s use of its capital resources. The Committee will seek Investments that have the highest risk-adjusted return on capital. Such Investments will be made for the benefit of the Company and its stockholders. Procedurally, all proposals for Investments in excess of $100,000, will be presented to the Capital Allocation Committee for a recommendation “for” or “against” the proposal (for the avoidance of doubt, the Capital Allocation Committee may itself originate Investment proposals for consideration by the Board). Although the Investment may have been recommended by the Capital Allocation Committee, the Board may disapprove of the Investment. For the avoidance of doubt, the Board may not undertake an Investment without submitting the Investment to the Capital Allocation Committee for its recommendation and receiving a recommendation from the Committee “for” the Investment. The Capital Allocation Strategic Committee shall be comprised of four (4) directors, each of whom shall qualify as “independent” pursuant to Nasdaq’s listing standards and the SEC rules and regulations and, subject to Section 1(b)(iii), shall not be affiliated with any of the Donerail Parties. The four members of the Strategic Committee shall consist of (A) two Stockholder Nominees and one Committee Nominee. (d2) Promptly following incumbent directors who serve on the Board as of the execution of this Agreement and two (2) Initial New Directors; provided, however, that no Initial New Director shall serve on or otherwise observe the meetings of the Strategic Committee if any conflict of interest exists related to such Initial New Director and the purpose or function of the Strategic Committee. The Company and the Donerail Parties shall cooperate in good faith to agree upon a charter for the Strategic Committee, which shall be consistent with the terms of this Agreement. The Strategic Committee shall cease to exist upon the conclusion of the strategic review process, as reasonably determined by the Board. (ii) Commencing with the formation of the Strategic Committee, Xxxxxxx Xxxxx will be permitted to attend all meetings of the Strategic Committee in a non-voting, observer capacity (subject to the Strategic Committee’s right to exclude Xx. Xxxxx from any meeting or portion thereof if his attendance could adversely affect attorney-client privilege or result in the disclosure of trade secrets or a conflict of interest). In such observer capacity, Xx. Xxxxx will have the right to (A) receive the same materials distributed to members of the Strategic Committee, (B) receive notice of all meetings of the Strategic Committee, and (C) participate in meetings and discussions of the Strategic Committee. In such observer capacity, Xx. Xxxxx will also be given a reasonable opportunity to review and comment on the form and content of any public communications that the Strategic Committee intends to issue or that the Company intends to issue with respect to strategic matters, and the Strategic Committee or the Company, as applicable, shall consider in good faith any comments Xx. Xxxxx provides. As a condition to any such attendance or observer rights, Xx. Xxxxx shall be required to enter into a customary, mutually agreeable non-disclosure agreement with the Company (the “NDA”) and any breach thereof, as determined to be such by a court of competent jurisdiction, will be deemed a material breach of this Agreement by the Donerail Parties and will entitle the Company to terminate this Agreement pursuant to Section 10(a). (iii) Promptly after the 120th day following the Effective Date, the Board will disband shall take all necessary actions to (A) appoint an Initial New Director (or a Replacement Director) as Chair of the following committees Strategic Committee, or (B) alternatively, upon the appointment of the Fourth New Director to the Board, appoint the Fourth New Director as a member of the Strategic Committee, as a replacement for one of the two (2) Initial New Directors serving on the committee, and appoint the Fourth New Director as Chair of the Strategic Committee. (iv) Concurrently with the appointment of the Initial New Directors, the Board shall appoint an Initial New Director, as designated by the Board in its discretion, to the Nominating Committee. From the 120th day after the Effective Date until the Termination Date, the Board shall take all necessary actions to (A) appoint the Fourth New Director to the Nominating Committee and (B) ensure that the chair of the Nominating Committee shall be a New Director (or a Replacement Director). (v) The Board shall give each of the New Directors and any Replacement Directors the same due consideration for membership to each of the Board: ’s other committees and subcommittees, including any new committees and subcommittees that may be established on or after the Executive CommitteeEffective Date, the Special Committee established by resolution of the Board on May 1, 2013 and the Independent Subcommittee established by resolution of the Special Committee on May 6, 2013. The Board will not constitute as any additional committees without the approval of the majority of the board and at least 2/3 of the Stockholder Nomineesother director. (e) The charters of the Nominating Committee, the Compensation Committee and the Audit Committee of the Board are attached as Exhibits C, D and E, respectively.

Board Committees. (ai) Promptly following Effective upon the 2013 appointment of the New Directors, the Board shall take all necessary actions to form a Strategic Review Committee of the Board (the “Strategic Committee”). The scope of the Strategic Committee will be to oversee the Company’s current strategic process relating to the sale of non-core assets and explore other strategic alternatives and value creation opportunities with a view toward maximizing stockholder value. The Strategic Committee shall consist of no more than three (3) directors, who shall initially be the New Directors and Xx. Xxx Xxxxxx, to serve until the 2023 Annual Meeting. The Indaba Designee shall serve as Chair of the Strategic Committee until the 2023 Annual Meeting. (ii) Effective upon the appointment of the New Directors, the Company will reconstitute Board shall take all necessary actions to consolidate the Corporate Governance Committee of the Board and Nominating Committee of the Board with into one committee of the Board (the “Nominating and Governance Committee”), consisting of no more than three members (3) directors, who shall initially be one Stockholder Nomineethe Non-Indaba Designee, one Xxxxxxxx X’Xxxxx, and Xxxxxx Xxxxxxx, to serve until the 2023 Annual Meeting. Xx. X’Xxxxx shall serve as Chair of the Nominating and Governance Committee Nominee and until the Seventh Nominee2023 Annual Meeting. (biii) Promptly following Effective upon the 2013 Annual Meetingappointment of the New Directors, the Company will reconstitute Board shall take all necessary actions to reduce the size of the Compensation Committee with of the Board (the “Compensation Committee”), such that it shall consist of no more than three members (3) directors, who shall initially be two Stockholder Nominees the Non-Indaba Designee, Xxxxxx Xxxxxxxxxx, and Xx. X’Xxxxx, to serve until the Seventh Nominee2023 Annual Meeting. The Non-Indaba Designee shall serve as Chair of the Compensation Committee until the 2023 Annual Meeting. (civ) Promptly following Effective upon the 2013 Annual Meetingappointment of the New Directors, the Board will establish a committee of three directors shall take all necessary actions to be designated the Capital Allocation Committee, the form of the charter of which is attached as Exhibit B hereto. The Capital Allocation Committee will be charged with reviewing and recommending “for” or “against” all internal and external capital investments, acquisitions, securities purchases or sales, mergers and general investments in excess of $100,000 (defined hereafter as an“Investment”). The Capital Allocation Committee will act as a clearinghouse for the evaluation of possible uses of excess capital, measuring and reporting on the capital required by each business unit, measuring return on capital for each business unit and seeking to inform the Board about the Company’s use of its capital resources. The Committee will seek Investments that have the highest risk-adjusted return on capital. Such Investments will be made for the benefit of the Company and its stockholders. Procedurally, all proposals for Investments in excess of $100,000, will be presented to the Capital Allocation Committee for a recommendation “for” or “against” the proposal (for the avoidance of doubt, the Capital Allocation Committee may itself originate Investment proposals for consideration by the Board). Although the Investment may have been recommended by the Capital Allocation Committee, the Board may disapprove of the Investment. For the avoidance of doubt, the Board may not undertake an Investment without submitting the Investment to the Capital Allocation Committee for its recommendation and receiving a recommendation from the Committee “for” the Investment. The Capital Allocation Committee shall be comprised of two Stockholder Nominees and one Committee Nominee. (d) Promptly following the execution of this Agreement, the Board will disband the following committees of the Board: the Executive Committee, the Special Committee established by resolution of the Board on May 1, 2013 and the Independent Subcommittee established by resolution of the Special Committee on May 6, 2013. The Board will not constitute any additional committees without the approval of the majority of the board and at least 2/3 of the Stockholder Nominees. (e) The charters of the Nominating Committee, the Compensation Committee and reconstitute the Audit Committee of the Board are attached (the “Audit Committee”), such that it consists of no more than three (3) directors, who shall initially be of Xx. Xxxxxxx, Xx. Xxxxxx, and Xxxxxx Xxxxxxxx, to serve until the 2023 Annual Meeting. Xx. Xxxxxxx shall continue to serve as Exhibits C, D and E, respectivelyChair of the Audit Committee until the 2023 Annual Meeting.

Board Committees. (ai) Promptly following the 2013 Annual Meeting, the Company will reconstitute the Nominating Committee of the Board with three members who shall be one Stockholder Nominee, one Committee Nominee and the Seventh Nominee. (b) Promptly following the 2013 Annual Meeting, the Company will reconstitute the Compensation Committee with three members who shall be two Stockholder Nominees and the Seventh Nominee. (c) Promptly following the 2013 Annual Meeting, the Board will establish a committee of three directors to be designated the Capital Allocation Committee, the form of the charter of which is attached as Exhibit B hereto. The Capital Allocation Committee will be charged with reviewing and recommending “for” or “against” all internal and external capital investments, acquisitions, securities purchases or sales, mergers and general investments in excess of $100,000 (defined hereafter as an“Investment”). The Capital Allocation Committee will act as a clearinghouse for the evaluation of possible uses of excess capital, measuring and reporting on the capital required by each business unit, measuring return on capital for each business unit and seeking to inform the Board about the Company’s use of its capital resources. The Committee will seek Investments that have the highest risk-adjusted return on capital. Such Investments will be made for the benefit of the Company and its stockholders. Procedurally, all proposals for Investments in excess of $100,000, will be presented to the Capital Allocation Committee for a recommendation “for” or “against” the proposal (for the avoidance of doubt, the Capital Allocation Committee may itself originate Investment proposals for consideration by the Board). Although the Investment may have been recommended by the Capital Allocation Committee, the Board may disapprove of the Investment. For the avoidance of doubt, the Board may not undertake an Investment without submitting the Investment to the Capital Allocation Committee for its recommendation and receiving a recommendation from the Committee “for” the Investment. The Capital Allocation Committee shall be comprised of two Stockholder Nominees and one Committee Nominee. (d) Promptly Immediately following the execution of this Agreement, the Board will disband the following and all applicable committees of the Board: the Executive Committee, the Special Committee established by resolution of the Board on May 1, 2013 and the Independent Subcommittee established by resolution of the Special Committee on May 6, 2013. The Board will not constitute shall take all necessary actions (including any additional committees without the approval of the majority of the board and at least 2/3 of the Stockholder Nominees. necessary appointments) to (ei) The charters of the Nominating Committee, the Compensation Committee and the Audit form a Strategic Committee of the Board (the “Strategic Committee”), which will be tasked with, among other things, sourcing and performing due diligence on potential acquisition targets and intellectual property or other investment opportunities, with the goal of finding one or more Approved Investments, and (ii) appoint the Initial Starboard Appointee as well as two (2) current directors, Xxxxxxxx Press and Xxxxxx X. Xxxxx, Xx., to the Strategic Committee, with Xxxxxxxx Press serving as its Chairman. During the Governance Period, unless otherwise agreed by Starboard, the Strategic Committee shall be composed of three (3) directors, including the Initial Starboard Appointee (or his Replacement Director). Subject to Nasdaq Stock Market rules and applicable law, in the event the Initial Starboard Appointee shall for any reason cease to serve on the Strategic Committee, until such time as a Replacement Director is appointed to the Strategic Committee, at least one other Appointed Director will be provided the opportunity to serve as an interim member of the Strategic Committee. (ii) During the Governance Period, in addition to the Initial Starboard Appointee, one (1) or more Starboard partners or senior employees (the “Starboard Observers”), shall have the right to attend and participate in meetings of the Strategic Committee and shall receive copies of all documents distributed to the Strategic Committee, including notice of all meetings of the Strategic Committee, all written consents executed by the Strategic Committee, all materials prepared for consideration at any meeting of the Strategic Committee, and all minutes related to each meeting of the Strategic Committee contemporaneous with their distribution to the members of the Strategic Committee. The Starboard Observers shall be permitted to attend and reasonably participate, but not vote, at all meetings of the Strategic Committee during the Governance Period (whether such meetings are attached held in person, telephonically or otherwise). Notwithstanding the foregoing, the Company reserves the right to exclude the Starboard Observers from access to any material or meeting or portion thereof if, and only to the extent that, the Board determines reasonably and in good faith that such exclusion is necessary (including, without limitation, to preserve the attorney-client privilege, or avoid a conflict of interest). As a condition to serving as Exhibits Ca Starboard Observer, D Starboard shall deliver to the Company an executed confidentiality agreement in a form provided by the Company and Eto be agreed between the Parties. (iii) Immediately following the execution of this Agreement, respectivelythe Board and all applicable committees of the Board shall take all necessary actions to appoint the Initial Starboard Appointee to the Nominating and Corporate Governance Committee. (iv) During the Governance Period, each committee and subcommittee of the Board, including any new committee(s) and subcommittee(s) that may be established, shall include at least one (1) Appointed Director, provided that at least one (1) Appointed Director satisfies any Nasdaq listing standards and legal requirements for service on any such committee with respect to financial expertise and independence. (v) Subject to Nasdaq rules and applicable laws, during the Governance Period, the Board and all applicable committees of the Board shall give each of the Appointed Directors the same due consideration for membership to each other committee of the Board as any other independent director.

Board Committees. (a) Promptly following During the 2013 Annual MeetingDesignated Period, unless the board of directors shall have adopted a resolution to the contrary that was approved with the Requisite Approval, the Company will reconstitute board of directors shall designate, establish and maintain the following standing committees (each, a “Specified Post-Merger Committee”): (A) the Audit Committee, (B) the Nominating and Governance Committee of and (C) the Board with three members who shall be one Stockholder Nominee, one Committee Nominee and the Seventh NomineeCompensation Committee. (b) Promptly following As of the 2013 Annual MeetingEffective Time, each Specified Post-Merger Committee shall be composed solely of an equal number of Initial CBS Directors and Initial Viacom Directors. During the Designated Period, unless the board of directors shall have adopted a resolution to the contrary that was approved with the Requisite Approval, the Company will reconstitute members of each Specified Post-Merger Committee (including the Compensation Committee with three initial members who as of the Effective Time) shall be two Stockholder Nominees designated, appointed and approved by the board of directors acting with the Requisite Approval. During the Designated Period, unless the board of directors shall have adopted a resolution to the contrary that was approved with the Requisite Approval, each Specified Post-Merger Committee shall be composed solely of an equal number of the Initial CBS Directors and Initial Viacom Directors; provided that each such member must meet all director independence and other standards of the New York Stock Exchange and the Seventh NomineeU.S. Securities and Exchange Commission applicable to his or her service. (c) Promptly following the 2013 Annual Meeting, the Board will establish a committee of three directors to be designated the Capital Allocation Committee, the form As of the charter of which is attached as Exhibit B hereto. The Capital Allocation Committee will be charged with reviewing and recommending “for” or “against” all internal and external capital investmentsEffective Time, acquisitions, securities purchases or sales, mergers and general investments in excess of $100,000 (defined hereafter as an“Investment”). The Capital Allocation Committee will act as a clearinghouse for i) the evaluation of possible uses of excess capital, measuring and reporting on the capital required by each business unit, measuring return on capital for each business unit and seeking to inform the Board about the Company’s use of its capital resources. The Committee will seek Investments that have the highest risk-adjusted return on capital. Such Investments will be made for the benefit chairperson of the Company and its stockholders. Procedurally, all proposals for Investments in excess of $100,000, will be presented to the Capital Allocation Committee for a recommendation “for” or “against” the proposal (for the avoidance of doubt, the Capital Allocation Committee may itself originate Investment proposals for consideration by the Board). Although the Investment may have been recommended by the Capital Allocation Committee, the Board may disapprove of the Investment. For the avoidance of doubt, the Board may not undertake an Investment without submitting the Investment to the Capital Allocation Committee for its recommendation and receiving a recommendation from the Committee “for” the Investment. The Capital Allocation Audit Committee shall be comprised of two Stockholder Nominees and one Committee Nominee. an Initial CBS Director, (dii) Promptly following the execution of this Agreement, the Board will disband the following committees of the Board: the Executive Committee, the Special Committee established by resolution of the Board on May 1, 2013 and the Independent Subcommittee established by resolution of the Special Committee on May 6, 2013. The Board will not constitute any additional committees without the approval of the majority of the board and at least 2/3 of the Stockholder Nominees. (e) The charters chairperson of the Nominating Committeeand Governance Committee shall be an Initial Viacom Director, and (iii) the chairperson of the Compensation Committee and shall be an Initial CBS Director. During the Designated Period, unless the board of directors shall have adopted a resolution to the contrary that was approved with the Requisite Approval, (x) the chairperson of the Audit Committee shall be an Initial CBS Director, (y) the chairperson of the Board are attached as Exhibits CNominating and Governance Committee shall be an Initial Viacom Director, D and E, respectively(z) the chairperson of the Compensation Committee shall be an Initial CBS Director; provided that each such designated chairperson must meet all director independence and other standards of the New York Stock Exchange and the U.S. Securities and Exchange Commission applicable to his or her service.

Board Committees. A. During the Specified Post-Merger Period, unless a Supermajority of the then-serving directors shall have adopted a resolution to the contrary, (ai) Promptly the Board of Directors shall designate, establish and maintain the following standing committees (each, a “Specified Post-Merger Committee”): (A) the 2013 Annual MeetingAudit Committee, (B) the Nominating and Governance Committee; (C) the Finance Committee; and (D) the Compensation Committee; (ii) each such Specified Post-Merger Committee shall consist of at least four (4) directors and; (iii) the Board of Directors shall have discretion to change the name(s) of such standing committees from time to time by the affirmative vote of a majority of the then-serving directors. B. As of the Effective Time, each Specified Post-Merger Committee shall be composed of an equal number of Former Xxxxxx Directors and Former L3 Directors. During the Specified Post-Merger Period, unless a Supermajority of the then-serving directors shall have adopted a resolution to the contrary, the Company will reconstitute members of each Specified Post-Merger Committee (including the initial members as of the Effective Time) shall be designated, appointed and approved by the affirmative vote of a Supermajority of the then-serving directors. C. As of the Effective Time, (i) the chairperson of the Audit Committee shall be a Former L3 Director; (ii) the chairperson of the Nominating and Governance Committee shall be a Former L3 Director; (iii) the chairperson of the Board with three members who Finance Committee shall be one Stockholder Nominee, one Committee Nominee a Former Xxxxxx Director; and (iv) the Seventh Nominee. (b) Promptly following the 2013 Annual Meeting, the Company will reconstitute chairperson of the Compensation Committee with three members who shall be two Stockholder Nominees a Former Xxxxxx Director. During the Specified Post-Merger Period, unless a Supermajority of the then-serving directors shall have adopted a resolution to the contrary, the chairperson of each Specified Post-Merger Committee (including the initial chairperson for each Specified Post-Merger Committee as of the Effective Time) shall be designated, appointed and approved by the affirmative vote of a Supermajority of the then-serving directors; provided that each such designated chairperson must meet all director independence and other standards of the New York Stock Exchange and the Seventh NomineeU.S. Securities and Exchange Commission applicable to his or her service as chairperson. (c) Promptly following the 2013 Annual Meeting, the Board will establish a committee of three directors to be designated the Capital Allocation Committee, the form of the charter of which is attached as Exhibit B hereto. The Capital Allocation Committee will be charged with reviewing and recommending “for” or “against” all internal and external capital investments, acquisitions, securities purchases or sales, mergers and general investments in excess of $100,000 (defined hereafter as an“Investment”). The Capital Allocation Committee will act as a clearinghouse for the evaluation of possible uses of excess capital, measuring and reporting on the capital required by each business unit, measuring return on capital for each business unit and seeking to inform the Board about the Company’s use of its capital resources. The Committee will seek Investments that have the highest risk-adjusted return on capital. Such Investments will be made for the benefit of the Company and its stockholders. Procedurally, all proposals for Investments in excess of $100,000, will be presented to the Capital Allocation Committee for a recommendation “for” or “against” the proposal (for the avoidance of doubt, the Capital Allocation Committee may itself originate Investment proposals for consideration by the Board). Although the Investment may have been recommended by the Capital Allocation Committee, the Board may disapprove of the Investment. For the avoidance of doubt, the Board may not undertake an Investment without submitting the Investment to the Capital Allocation Committee for its recommendation and receiving a recommendation from the Committee “for” the Investment. The Capital Allocation Committee shall be comprised of two Stockholder Nominees and one Committee Nominee. (d) Promptly following the execution of this Agreement, the Board will disband the following committees of the Board: the Executive Committee, the Special Committee established by resolution of the Board on May 1, 2013 and the Independent Subcommittee established by resolution of the Special Committee on May 6, 2013. The Board will not constitute any additional committees without the approval of the majority of the board and at least 2/3 of the Stockholder Nominees. (e) The charters of the Nominating Committee, the Compensation Committee and the Audit Committee of the Board are attached as Exhibits C, D and E, respectively.

Board Committees. (a) Promptly The Board of Directors of the Company shall at all times maintain a duly constituted Audit Committee and Compensation Committee (the “Required Committees”), comprising solely of “independent directors” (as described in Section 4.11 and as defined by applicable rules and regulations of the SEC). The Board of Directors of the Company shall adopt charters for each of the Required Committees within ninety (90) days following the 2013 Annual Meetingclosing of the purchase and sale of the Common Stock hereunder. In addition to any other matters delegated by the Board of Directors, the Company will reconstitute charter for the Nominating Compensation Committee shall state that the Compensation Committee shall have the primary decision-making authority, subject to the superseding authority of the Board of Directors unless such superseding authority is prohibited by the rules and regulations of the SEC or the listing standards of the national securities exchange upon which the Common Stock is then listed, with three members who respect to the following: (i) the Company’s equity compensation plans, (ii) any grants or awards under such plans, (iv) any bonus pool and (v) the compensation of the Company’s executive officers. If included in the Compensation Committee’s charter, but without any obligation that the charter must include such a provision, the Compensation Committee also shall be one Stockholder Nomineehave the primary decision-making authority, one subject to the superseding authority of the Board of Directors unless such superseding authority is prohibited by the rules and regulations of the SEC or the listing standards of the national securities exchange upon which the Common Stock is then listed, with respect to the compensation of other key employees (e.g., heads of sales/marketing, chief technology officer, chief compliance officer). The Audit Committee Nominee and the Seventh Nomineeshall have such oversight as is customary for such a committee on a public company board of directors. (b) Promptly following If AIG’s designee for a director has been appointed to the 2013 Annual MeetingBoard of Directors and would be considered an “independent” director under the (i) listing standards of the standards of the national securities exchange upon which the Common Stock were then listed and (ii) any applicable rules and regulations of the SEC relating to the independence of members of committee of the Board of Directors, and AIG so elects, the Company will reconstitute the Compensation Committee with three members who shall be two Stockholder Nominees required to promptly appoint AIG’s designee a member of each Required Committee. If AIG does not elect to require the Company to have its designee appointed a member of any of the Required Committees, such designee shall be entitled to receive notice of and materials delivered to members of such Required Committee at the Seventh Nominee. (c) Promptly following the 2013 Annual Meeting, same time as delivered to such members and permitted to attend and observe each meeting of such Required Committee. If AIG has not elected to have a designee appointed to the Board of Directors, but rather designate an observer, such observer will establish a committee similarly be entitled to receive notice of three directors and materials delivered to be designated members of such Required Committee at the Capital Allocation same time as delivered to such members and to attend and observe each meeting of each Required Committee, the form of the charter of which is attached as Exhibit B hereto. The Capital Allocation Committee will be charged with reviewing and recommending “for” or “against” all internal and external capital investments, acquisitions, securities purchases or sales, mergers and general investments in excess of $100,000 (defined hereafter as an“Investment”). The Capital Allocation Committee will act as a clearinghouse for the evaluation of possible uses of excess capital, measuring and reporting on the capital required by each business unit, measuring return on capital for each business unit and seeking to inform the Board about the Company’s use of its capital resources. The Committee will seek Investments that have the highest risk-adjusted return on capital. Such Investments will be made for the benefit of the Company and its stockholders. Procedurally, all proposals for Investments in excess of $100,000, will be presented to the Capital Allocation Committee for a recommendation “for” or “against” the proposal (for the avoidance of doubt, the Capital Allocation Committee may itself originate Investment proposals for consideration by the Board). Although the Investment may have been recommended by the Capital Allocation Committee, the Board may disapprove of the Investment. For the avoidance of doubt, the Board may not undertake an Investment without submitting the Investment to the Capital Allocation Committee for its recommendation and receiving a recommendation from the Committee “for” the Investment. The Capital Allocation Committee shall be comprised of two Stockholder Nominees and one Committee Nominee. (d) Promptly following the execution of this Agreement, the Board will disband the following committees of the Board: the Executive Committee, the Special Committee established by resolution of the Board on May 1, 2013 and the Independent Subcommittee established by resolution of the Special Committee on May 6, 2013. The Board will not constitute any additional committees without the approval of the majority of the board and at least 2/3 of the Stockholder Nominees. (e) The charters of the Nominating Committee, the Compensation Committee and the Audit Committee of the Board are attached as Exhibits C, D and E, respectively.

Board Committees. (ai) Promptly following Effective upon the 2013 Annual Meetingappointment of the New Directors, the Company will reconstitute Board shall take all necessary actions to form the Nominating Capital Allocation Committee of the Board with three members who shall be one Stockholder Nominee, one Committee Nominee and (the Seventh Nominee. (b) Promptly following the 2013 Annual Meeting, the Company will reconstitute the Compensation Committee with three members who shall be two Stockholder Nominees and the Seventh Nominee. (c) Promptly following the 2013 Annual Meeting, the Board will establish a committee of three directors to be designated the “Capital Allocation Committee, the form ”). The scope of the charter of which is attached as Exhibit B hereto. The Capital Allocation Committee will be charged with reviewing and recommending “for” or “against” all internal and external capital investments, acquisitions, securities purchases or sales, mergers and general investments in excess of $100,000 (defined hereafter as an“Investment”). The Capital Allocation Committee will act as a clearinghouse for to advise the evaluation of possible uses of excess capital, measuring and reporting full Board on the capital required by each business unit, measuring return on capital for each business unit and seeking to inform the Board about the Company’s use strategic allocation of capital to support (i) the development of its capital resources. The Committee will seek Investments that have the highest risk-adjusted return on capital. Such Investments will be made for the benefit of the Company drug candidate programs and its stockholders. Procedurally(ii) other value creation or preservation measures, all proposals for Investments in excess of $100,000, will be presented to the Capital Allocation Committee for with a recommendation “for” or “against” the proposal (for the avoidance of doubt, the Capital Allocation Committee may itself originate Investment proposals for consideration by the Board). Although the Investment may have been recommended by the Capital Allocation Committee, the Board may disapprove of the Investment. For the avoidance of doubt, the Board may not undertake an Investment without submitting the Investment to the Capital Allocation Committee for its recommendation and receiving a recommendation from the Committee “for” the Investmentview toward maximizing stockholder value. The Capital Allocation Committee shall be consist of no more than five (5) directors, comprised of (A) the First A/CC Designee, the Second A/CC Designee and the Non-A/CC Designee, and (B) two Stockholder Nominees (2) other directors to be designated by the current Board members who shall remain on the Board following the appointment of the New Directors, with the Chair of the Capital Allocation Committee to be recommended by the Nominating and one Governance Committee Nomineeof the Board (the “N&G Committee”) and ratified by the full Board. (dii) Promptly following Effective upon the execution appointment of this Agreementthe New Directors, the Board will disband shall take all necessary actions to cause the following committees N&G Committee to consist of no more than three (3) directors, comprised of Xxx Xxxxxxxx (as Chair), Xxxxxxx Xxxxxx and the First A/CC Designee. (iii) Effective upon the appointment of the Board: the Executive CommitteeNew Directors, the Special Board shall take all necessary actions to reduce the size of the Compensation Committee established by resolution of the Board on May 1(the “Compensation Committee”), 2013 such that it shall consist of no more than three (3) directors, comprised of Xxxx Xxxxxx (as Chair), Xxx Xxxxxxxx and the Independent Subcommittee established by resolution of the Special Committee on May 6, 2013. The Board will not constitute any additional committees without the approval of the majority of the board and at least 2/3 of the Stockholder NomineesNon-A/CC Designee. (eiv) The charters Effective upon the appointment of the Nominating CommitteeNew Directors, the Compensation Committee and Board shall take all necessary actions to reconstitute the Audit Committee of the Board are attached (the “Audit Committee”), such that it consists of no more than four (4) directors, comprised of Xxxx Xxxxxxxx (as Exhibits CChair), D Xxxx Xxxxxx, Xxxxxxx Xxxxxx and E, respectivelythe Second A/CC Designee.

Board Committees. 7.1 The Board of Holdco (but not the other Group Companies) for the time being may delegate any of their powers to the following committees and such other committees as the Board of Holdco may deem fit (Board Committees): (a) Promptly following the 2013 Annual Meeting, the Company will reconstitute the Nominating Committee of the Board with three members who shall be one Stockholder Nominee, one Committee Nominee and the Seventh Nominee.an audit committee (Audit Committee); (b) Promptly following the 2013 Annual Meeting, the Company will reconstitute the a nominating and compensation committee (Nominating/Compensation Committee with three members who shall be two Stockholder Nominees and the Seventh Nominee.Committee); and (c) Promptly following the 2013 Annual Meeting, an executive committee. 7.2 The number of members to be comprised in each of the Board will establish a committee Committees shall be determined by the Parties provided that each Party shall be entitled to appoint an equal number of three directors to be designated the Capital Allocation Committee, the form representatives on each of the charter of which is attached as Exhibit B heretoBoard Committees. The Capital Allocation Committee will be charged with reviewing and recommending “for” or “against” all internal and external capital investments, acquisitions, securities purchases or sales, mergers and general investments in excess of $100,000 (defined hereafter as an“Investment”). The Capital Allocation Committee will act as a clearinghouse for the evaluation of possible uses of excess capital, measuring and reporting on the capital required by each business unit, measuring return on capital for each business unit and seeking to inform the Board about the Company’s use of its capital resources. The Committee will seek Investments that have the highest risk-adjusted return on capital. Such Investments will be made for the benefit chairman of the Company and its stockholders. Procedurally, all proposals for Investments in excess of $100,000, will be presented to the Capital Allocation Committee for a recommendation “for” or “against” the proposal (for the avoidance of doubt, the Capital Allocation Committee may itself originate Investment proposals for consideration by the Board). Although the Investment may have been recommended by the Capital Allocation Committee, the Board may disapprove of the Investment. For the avoidance of doubt, the Board may not undertake an Investment without submitting the Investment to the Capital Allocation Committee for its recommendation and receiving a recommendation from the Committee “for” the Investment. The Capital Allocation Audit Committee shall be comprised appointed by QIV for the first year, TLS for the second year and PharmaCo for the third year, and thereafter, such appointment right shall be rotated among QIV, TLS and PharmaCo for every subsequent year. The chairman of two Stockholder Nominees the Nominating/Compensation Committee shall be appointed by PharmaCo for the first year and one Committee NomineeQIV for the second year, and thereafter, such appointment right shall be rotated between PharmaCo and QIV for every subsequent year. (d) Promptly following the execution 7.3 All decisions of this Agreement, the Board will disband the following committees each of the Board: the Executive Committee, the Special Committee established by resolution of the Board on May 1, 2013 and the Independent Subcommittee established by resolution of the Special Committee on May 6, 2013. The Board will not constitute any additional committees without the approval of the majority of the board and at least 2/3 of the Stockholder Nominees. (e) The charters of the Nominating Committee, the Compensation Audit Committee and the Audit Nominating/Compensation Committee shall require the affirmative votes of all the representatives from the Parties on such Board Committee. The chairman of such Board Committee shall not have a second or casting vote at meetings of such Board Committee. 7.4 The roles, responsibilities and powers of each Board Committee shall be determined by the Board are attached as Exhibits C, D and E, respectivelyof Holdco.